I have two friends, A and B, who are currently building a mobile application, in exchange for equity in an S corporation. Right now they are just building the app and do not own any shares in the S corp. I have some knowledge of ?351 and the rules for a non-taxable transaction.

Here is my question:

Would the transaction be non-taxable if A and B transfer ownership of the app to the S corp, in exchange for 50% of the stock (20% to A, and 30% to B)? and at the same time, there was a transfer of 30% of the equity to another new member in exchange for marketing services? I know this would total 80%, but because 30% is for services, does this not qualify for ?351?

Any insight or ways to possibly structure this would be great! (They will have the help of a professional, i'm just trying to help/understand initially)